Exhibit 99.2


                STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
                                   PARCHE, LLC
                         C/O RCG STARBOARD ADVISORS, LLC
                          666 THIRD AVENUE, 26TH FLOOR
                            NEW YORK, NEW YORK 10017


                                October __, 2007

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                           Re: KENSEY NASH CORPORATION

Dear                     :
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      Thank you for  agreeing to serve as a nominee for election to the Board of
Directors of Kensey Nash  Corporation  ("Kensey  Nash") in  connection  with the
proxy  solicitation  that Starboard Value and  Opportunity  Master Fund Ltd. and
Parche,  LLC (collectively,  the "Ramius Group") are considering  undertaking to
nominate  and  elect   directors  at  Kensey  Nash's  2007  annual   meeting  of
stockholders, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Ramius
Group Solicitation").  Your outstanding qualifications, we believe, will prove a
valuable asset to Kensey Nash and all of its stockholders.  This letter will set
forth the terms of our agreement.

      The members of the Ramius Group agree to jointly and  severally  indemnify
and hold  you  harmless  against  any and all  claims  of any  nature,  whenever
brought,   arising   from  the  Ramius  Group   Solicitation   and  any  related
transactions,  irrespective of the outcome; PROVIDED, however, that you will not
be entitled to  indemnification  for claims arising from your gross  negligence,
willful misconduct, intentional and material violations of law, criminal actions
or material breach of the terms of this agreement;  PROVIDED FURTHER,  that this
indemnification  agreement and all of the Ramius Group's  obligations  hereunder
shall not apply to any of your  actions or  omissions  as a  director  of Kensey
Nash.  This  indemnification  will  include  any  and all  losses,  liabilities,
damages,  demands,  claims,  suits,  actions,  judgments,  or causes of  action,
assessments,  costs  and  expenses,  including,  without  limitation,  interest,
penalties,  reasonable  attorneys'  fees, and any and all  reasonable  costs and
expenses  incurred  in   investigating,   preparing  or  defending  against  any
litigation,  commenced or threatened,  any civil,  criminal,  administrative  or
arbitration  action,  or any claim  whatsoever,  and any and all amounts paid in
settlement of any claim or litigation asserted against, resulting, imposed upon,
or  incurred  or suffered  by you,  directly  or  indirectly,  as a result of or
arising from the Ramius Group Solicitation and any related transactions (each, a
"Loss").

      In the event of a claim against you pursuant to the prior paragraph or the
occurrence of a Loss,  you shall give the Ramius Group prompt  written notice of
such claim or Loss  (provided  that failure to promptly  notify the Ramius Group
shall not  relieve  us from any  liability  which we may have on account of this
Agreement, except to the extent we shall have been materially prejudiced by such
failure). Upon receipt of such written notice, the Ramius Group will provide you
with counsel to represent  you. Such counsel  shall be reasonably  acceptable to
you. In addition, you will be reimbursed promptly for all Losses suffered by you
and as  incurred  as provided  herein.  The Ramius  Group may not enter into any
settlement of loss or claim without your consent unless such settlement includes
a release of you from any and all liability in respect of such claim.



      You  hereby  agree to keep  confidential  and not  disclose  to any party,
without  the  consent of the Ramius  Group,  any  confidential,  proprietary  or
non-public  information  (collectively,  "Information") of the Ramius Group, its
affiliates  or  members  of its  Schedule  13D group  which you have  heretofore
obtained or may obtain in connection  with your service as a nominee  hereunder.
Notwithstanding  the foregoing,  Information  shall not include any  information
that is publicly disclosed by the Ramius Group, its affiliates or members of its
Schedule  13D  group or any  information  that you can  demonstrate  is now,  or
hereafter  becomes,  through no act or  failure  to act on your part,  otherwise
generally known to the public.

      Notwithstanding  the  foregoing,  if you are required by  applicable  law,
rule,  regulation  or legal  process to disclose any  Information  you may do so
provided  that you first  promptly  notify the  Ramius  Group so that the Ramius
Group or any member  thereof may seek a  protective  order or other  appropriate
remedy or, in the Ramius  Group's sole  discretion,  waive  compliance  with the
terms of this  Agreement.  In the event that no such  protective  order or other
remedy is obtained or the Ramius Group does not waive  compliance with the terms
of this Agreement,  you may consult with counsel at the cost of the Ramius Group
and you may furnish only that portion of the  Information  which you are advised
by counsel is legally  required to be so disclosed and you will request that the
party(ies) receiving such Information maintain it as confidential.

      All  Information,  all copies thereof,  and any studies,  notes,  records,
analysis,  compilations  or other  documents  prepared  by you  containing  such
Information,  shall be and remain the property of the Ramius Group and, upon the
request of a representative  of the Ramius Group, all such information  shall be
returned  or,  at the  Ramius  Group's  option,  destroyed  by  you,  with  such
destruction confirmed by you to the Ramius Group in writing.

      This  letter  agreement  shall be governed by the laws of the State of New
York, without regard to the principles of the conflicts of laws thereof.


                                      * * *



      If you agree to the  foregoing  terms,  please sign below to indicate your
acceptance.

                                Very truly yours,

                                STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

                                By: RCG Starboard Advisors, LLC,
                                its investment manager

                                By:
                                    --------------------------------------------
                                Name:
                                Title: Authorized Signatory


                                PARCHE, LLC

                                By: RCG Starboard Advisors, LLC,
                                its managing member

                                By:
                                    --------------------------------------------
                                Name:
                                Title: Authorized Signatory


ACCEPTED AND AGREED:


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